As a condition to accessing or using the website, using or installing any part of the software, and/or registering on our mobile application (the "Platform") through any electronic device (including a mobile device, tablet, mobile app, or any other device that provides you with access to the Platform), you accept these Terms and Conditions and enter into this agreement with Grand Cru Concepts Ltd, a company duly incorporated under Cyprus law, with a registered office at Arch. Makariou Ill & Evagorou, 1-7, MITSI 3, 1st floor, Flat/Office 102, 1065, Nicosia, Cyprus (hereinafter "Company", "we", "us" or "our").
THESE TERMS AND CONDITIONS FORM A BINDING LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY AND APPLY TO YOUR ACCESS TO, AND USE OF, THE PLATFORM. PLEASE TAKE THE TIME TO READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCEPTING THESE TERMS AND CONDITIONS, YOU REPRESENT – AND WE ARE RELYING ON YOUR REPRESENTATION – THAT YOU HAVE DONE SO.
THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION WAIVING YOUR RIGHT TO PURSUE CLASS ACTION CLAIMS INCLUDING A PROVISION WAIVING YOUR RIGHT TO PURSUE ANY CLASS, GROUP OR REPRESENTATIVE CLAIM AND REQUIRING YOU TO PURSUE PAST, PENDING, AND REQUIRING DISPUTES BETWEEN YOU AND US TO BE RESOLVED BY FINAL AND BINDING ARBITRATION INDIVIDUALLY, NOT ON A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION FOR CLAIMS, YOU MAY OPT OUT WITHIN THIRTY (30) DAYS BY FOLLOWING THE INSTRUCTIONS IN THE SECTION TITLED "BINDING ARBITRATION AND CLASS WAIVER." SEE SECTION 18 FOR DETAILS.
IF YOU LIVE IN ANY OF THE EXCLUDED TERRITORIES AS DEFINED BELOW, DO NOT PROCEED ANY FURTHER – YOU ARE NOT ELIGIBLE TO ACCESS OR USE THE PLATFORM, CREATE A CUSTOMER ACCOUNT, OR INTERACT WITH THE PLATFORM IN ANY OTHER WAY.
You must read these Terms and Conditions carefully in their entirety before checking the box for acceptance. By checking the box for acceptance during the registration process, accessing or using our Platform and/or creating a Customer Account, you confirm that you have read and agree to be bound by these Terms and Conditions, which include our Privacy Policy and other promotion-specific terms relevant to your Participation.
If you do not agree with any provision of these Terms and Conditions or any other linked policy, rules, or terms, you may not access or use the Platform or create a Customer Account.
We may update these Terms and Conditions periodically. By continuing to access our Platform, your Customer Account, and/or a Promotion, you are deemed to have read and to be bound by any such updates. If you do not wish to be bound by the updated Terms and Conditions or any other linked policy, rules or terms, you must not continue to access the Platform (including the website and any associated apps). We will note the most recent date of these Terms and Conditions at the top of this page. You are required to check this page frequently, so you are aware of any changes, as they are binding on you and may affect your legal rights.
The following are "Excluded Territories":
BY ACCEPTING THESE TERMS AND CONDITIONS, ACCESSING OR USING THE PLATFORM AND/OR CREATING A CUSTOMER ACCOUNT, YOU SPECIFICALLY REPRESENT TO US THAT YOU ARE NOT IN ANY OF THE EXCLUDED TERRITORIES. WE ARE SPECIFICALLY RELYING ON SUCH REPRESENTATIONS IN PROVIDING YOU ACCESS TO THE PLATFORM AND CUSTOMER ACCOUNT. IF YOU ARE IN ANY OF THE EXCLUDED TERRITORIES AND NONETHELESS CHECK THE BOX FOR ACCEPTANCE OF THESE TERMS AND CONDITIONS, ACCESS OR USE THE PLATFORM AND/OR CREATE A CUSTOMER ACCOUNT, DESPITE OUR EFFORTS TO PREVENT YOU FROM DOING SO, WE CONSIDER YOUR ACTIONS TO BE A MATERIAL MISREPRESENTATION TO US, A FRAUDULENT INDUCEMENT OF OUR SERVICES, AND A VIOLATION OF THESE TERMS AND CONDITIONS, AND WE RESERVE ALL RIGHTS TO TAKE APPROPRIATE ACTION AGAINST YOU.
a) "Collective Action" – means any claim, action, or proceeding asserted or pursued as a class action, group action, collective action, joint action, coordinated action, consolidated action, mass action, or in any other representative or private attorney general capacity, whether in arbitration, court, or any other venue.
b) "Content" – means text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code and other material used, displayed or available as part of the Platform.
c) "Customer" or "you" – means any person who Participates, whether or not a Registered Customer.
d) "Customer Account" – means an account held by a Registered Customer.
e) "Participate" – means using our Platform in any manner whatsoever.
f) "Platform" – means the services provided through any mobile application belonging to, or licensed to, the Company, or available via a mobile application, and all subdomains, subpages and successor sites thereof, as well as all features (e.g. the Promotion), tools and services available thereon.
g) "Registered Customer" – means a Customer who has successfully registered a Customer Account, whether that account is considered active or not.
h) "Third Party Website" – means a third party website not controlled by us.
a) When you try to register a Customer Account you will be requested to provide the following information:
b) The Company will also request you to provide a copy of your identification document and proof of address upon registration. You will also be requested to set a username and password. All users are subject to verification by the Company.
c) You are required to keep your registration details up to date and accurate at all times. If you change your permanent address, name, or e-mail address, please email Player Support to update this biographical information.
a) You declare and warrant that:
b) It is a Customer's responsibility to ensure that their Participation is lawful in their jurisdiction.
c) Any person who is knowingly in breach of these Terms and Conditions, including any attempt to circumvent any restrictions regarding Excluded Territories and jurisdictions, for example, by using a service that masks or manipulates the identification of your real location, or by otherwise providing false or misleading information regarding your location or place of residence, or by Participating from an Excluded Territory or through a third party or on behalf of a third party located in an Excluded Territory, is in breach of these Terms and Conditions. You may be committing fraud and may be subject to criminal prosecution.
d) You shall not act in a manner that is defamatory, trade libelous, threatening, or harassing.
e) You shall not engage in potentially fraudulent or suspicious activity and/or transactions.
f) You must cooperate in any investigation or provide confirmation of your identity or the accuracy of any information you provide to us.
g) You shall not provide false, inaccurate, or misleading information in connection with your use of the Platform, in communications with the Company, or otherwise connected with these Terms and Conditions.
h) You shall not violate, or attempt to violate, (1) any law, statute, or ordinance; (2) the Company's or any third-party's copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy.
i) You declare that your access and use of the Platform, and your execution and delivery of, and the performance of your obligations under these Terms and Conditions, will not result in a breach of any applicable laws, rules or regulations or of any order, decree or judgment of any court, any award of any arbitrator or those of any governmental or regulatory authority in any jurisdiction.
j) Eligible Customers
Employees and contractors of the Company, any of its respective affiliates, subsidiaries, holding companies, advertising agencies, or any other company or individual involved with the design, production, execution or distribution of the Platform and their immediate family (spouse, parents, siblings and children, whether the relationship is by birth, marriage or adoption) and household members (people who share the same residence at least 3 months of the year) are not eligible to Participate.
k) Acceptance
By accepting these Terms and Conditions you agree that your Participation is at your sole option, discretion, and risk. You will have no claims whatsoever against us or any of our partners, or respective directors, officers, employees, or contractors in relation to your use of the Platform.
5.1. Subject to your agreement and continuing compliance with these Terms and Conditions, the Company grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Platform, through a supported mobile device, solely for your personal, private entertainment and no other reason.
5.2. These Terms and Conditions do not grant you any right, title, or interest in the Platform or Content.
5.3. You acknowledge and agree that your license to use the Platform is limited by these Terms and Conditions and if you do not agree to, or act in contravention of, these Terms and Conditions, your license to use the Platform shall be immediately and automatically terminated.
5.4. In the event that the Platform is deemed to be illegal under the laws of the jurisdiction in which you reside or are situated, you are not granted any license to, and must refrain from accessing, the Platform.
a) You are allowed to have only one Customer Account participating at the same time on the Platform.
a) You are required to keep your registration details up to date and accurate at all times.
b) All the personal information provided by you or further updates, must be identical to that listed on your government issued identification.
c) If there is a change to your personal information (e.g., address change, name change, e-mail address change) please email Player Support in order to update your personal details. The name you provide at the creation of your Customer Account must be identical to that listed on your government issued identification.
a) It is your sole and exclusive responsibility to ensure that your Customer Account login details are kept secure and are only accessible by you. You accept full responsibility for any unauthorized use of your Customer Account and any activity linked to your Customer Account, including by a minor (which in all events is prohibited).
b) You must not share your Customer Account or password with another person, let anyone else access or use your Customer Account or do any other thing that may jeopardize the security of your Customer Account.
c) If you become aware of, or reasonably suspect that security in your Customer Account has been compromised, including loss, theft or unauthorized disclosure of your password and Customer Account details, you must notify us immediately.
d) You are solely responsible for maintaining the confidentiality of your password and you will be held responsible for all uses of your Customer Account, whether those were authorized by you or not.
e) You are solely responsible for anything that happens through your Customer Account, whether or not you undertook those actions.
f) You acknowledge that your Customer Account may be terminated if someone else uses it and/or engages in any activity that breaches these Terms and Conditions or is otherwise illegal.
g) The Company is not responsible for any abuse or misuse of your Customer Account by third parties due to your disclosure of your login details to any third party, whether such disclosure is intentional or accidental, active or passive.
We may use SMS messaging to contact you, including for marketing and promotional purposes.
a) If you wish to close your Customer Account you may do so at any time by emailing Player Support.
b) If you have concerns about possible responsible social gameplay issues, please consult our Self-Exclusion Policy.
c) You will be able to open your Customer Account again (unless you have implemented a self-exclusion) by emailing Player Support. All requests for the re-opening of an account will be evaluated by our Player Support and Compliance teams, who abide by strict customer protection guidelines.
The Company reserves the right to place limits on, suspend, close or refuse to open a Customer Account at any time and in its sole discretion.
a) You agree that we are entitled to conduct any identification, credit, and other verification checks that we may reasonably require and/or that are required of us under applicable laws and regulations or by relevant regulatory authorities or to otherwise prevent financial crime.
b) Where any identification, credit or other verification check we require cannot be completed to our satisfaction because you have not provided any document we request from you in the form that we require within 30 days' of the date the document was first requested, then we are under no obligation to continue with the verification check and we may, in our sole discretion, deactivate or otherwise restrict your Customer Account in any manner that we may reasonably deem appropriate.
You agree that the Company may use third party service providers to run external identification and other verification checks on all Customers on the basis of the information provided by you from time to time.
a) The Company actively supports responsible social gameplay and encourages its Customers to make use of a variety of responsible social gameplay features so as to better manage their Customer Account.
b) The Company is committed to providing excellent customer service. As part of that pledge, the Company is committed to supporting responsible social gameplay. Although the Company will use all reasonable endeavors to enforce its responsible social gameplay measures, the Company does not accept any responsibility or liability if you nevertheless continue gameplay and/or seek to use the Platform with the intention of deliberately avoiding the relevant measures in place and/or the Company is unable to enforce its measures/policies for reasons outside of the Company's reasonable control.
You may, at any time, request to take a break, self-exclude or permanently close your Customer Account. Additional information about the self-exclusion process can be found in the Company's Responsible Social Gameplay Policy.
9.1. As a condition to access the Platform, you may not, directly or indirectly:
9.2. You must not use the Platform for any unlawful or fraudulent activity or prohibited transaction (including Fraudulent Conduct) under the laws of any jurisdiction that applies to you. We monitor all transactions in order to prevent money laundering.
9.3. If the Company suspects that you may be engaging in, or have engaged in fraudulent, unlawful or improper activity, including money laundering activities or any conduct which violates these Terms and Conditions, your access to the Platform will be deactivated immediately and your Customer Account may be deactivated or suspended. If your Customer Account is deactivated or suspended under such circumstances, the Company is under no obligation to reverse any purchases you have made or to exchange anything that may be in your Customer Account. In addition, the Company may pass any necessary information on to the relevant authorities, other online service providers, banks, credit card companies, electronic payment providers or other financial institutions. You shall cooperate fully with any investigation into such activity conducted by the Company.
9.4. If you suspect any unlawful or fraudulent activity or prohibited transaction by another Customer, please notify us immediately via Player Support.
10.1. The computer software, the computer graphics, the Platform and the user interface that we make available to you is owned by, or licensed to, the Company or its associates and protected by copyright laws. You may only use the software for your own personal, recreational uses in accordance with all rules, terms and conditions we have established (including these Terms and Conditions) and in accordance with all applicable laws, rules and regulations.
10.2. You acknowledge that the Company is the proprietor or authorized licensee of all intellectual property in relation to any Content.
10.3. Your use of the Platform does not provide you with any intellectual property rights in the Content or Platform.
10.4. You grant us and represent and warrant that you have the right to grant us, an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license to use in whatever way we see fit, any information, images, videos, comments, messages, music or profiles you publish or upload to any website or social media page controlled and operated by the Company.
10.5. You must not reproduce or modify the Content in any way, including by removing any copyright or trademark notice.
10.6. All trademarks and logos displayed in the Platform are the property of their respective owners and are protected by applicable trademark and copyright laws.
a) You acknowledge and agree that the Company is not responsible for any Third Party Websites and makes no guarantee as to the content, functionality, or accuracy of any Third Party Website.
b) You further acknowledge that any Third Party Websites purporting to offer the Platform are not authorized to do so. Any purported Third Party Websites purporting to do so may be an effort to induce you to reveal personal information (including passwords, account information and credit card details). You agree that the Company is not responsible for any actions you take at the request or direction of these or any other Third Party Websites.
a) Any links to Third Party Websites do not:
b) Where a website controlled and operated by the Company contains links to certain social networking sites, such as Facebook® and X (formerly known as Twitter)®, you acknowledge and agree that:
The Platform (including the downloadable software and/or mobile application) is provided on an "as is" basis. We do not make any representations or warranties in connection with the Platform, and, to the fullest extent permitted by law, we expressly disclaim any warranty or representation, whether express or implied, including, but not limited to, the satisfactory quality, fitness for purpose, completeness or accuracy of the Platform (including the Content).
a) WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE THE PLATFORM, ANY OF YOUR ACCOUNT(S), OR THE CONTENT WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
b) The Company is not liable for any downtime, server disruptions, lagging, or any technical or political disturbance to the Platform, nor attempts by you to Participate by methods, means or ways not intended by us.
c) The Company accepts no liability for any damages or losses which are deemed or alleged to have arisen out of or in connection with any Platform or its Content including, without limitation, delays or interruptions in operation or transmission, loss or corruption of data, communication or lines failure, any person's misuse of a Platform or its Content or any errors or omissions in Content.
d) In the event of a Platform system malfunction all game play on that Platform is void.
e) The Company reserves the right to remove any part of the Platform at any time. Anything that indicates incorrect behavior affecting game data, balances, etc. that may be due to misconfiguration or a bug, will be canceled and removed from the Platform. Customer balances and account details may be altered by the Company in such cases in order to correct any mistake.
The Company reserves the right to suspend, modify, remove, or add Content to the Platform at its sole discretion with immediate effect and without notice to you. We will not be liable to you for any loss suffered as a result of any changes made or for any modification or suspension of or discontinuance of the Platform and you will have no claims against the Company in such regard.
We may temporarily suspend the whole or any part of the Platform for any reason at our sole discretion. We may, but will not be obliged to, give you as much notice as is reasonably practicable of such suspension. We will restore the Platform, as soon as is reasonably practicable, after such temporary suspension.
Although we take reasonable measures to ensure that the Platform is free from viruses we cannot and do not guarantee that the Platform is free of such problems. It is your responsibility to protect your systems and have in place the ability to reinstall any data or programs lost due to a virus.
13.1. The Company is committed to protecting and respecting your privacy and complying with all applicable data protection and privacy laws.
13.2. Our Privacy Policy is incorporated into these Terms and Conditions and its acceptance is a prerequisite to account registration.
13.3. You consent to receive marketing communications from the Company in respect of its offerings by way of email, notifications, any of which you may unsubscribe from at any time by emailing Player Support.
14.1. We may provide you with a Live Chat service to talk to our Player Support representatives or to talk to other Customers. It is your responsibility to use these services only for their intended purposes. You are not permitted to use our Live Chat services for illegal purposes.
14.2. Be careful what you post on any Live Chat service. We review and moderate chats and keep a log and record of statements. Your use of the Live Chat service should be for recreational and social purposes only.
14.3. Spamming on Live Chat is prohibited. You are prohibited from intimidating, harassing or abusing other Customers or the Company's employees and representatives.
14.4. You will not use any Live Chat service to engage in any form of harassment or offensive behavior, including but not limited to, threatening, derogatory, abusive or defamatory statements, or racist, sexually explicit, pornographic, obscene, or offensive language.
14.5. You will not use any Live Chat service to infringe the privacy rights, property rights, or any other rights of any person.
14.6. You will not submit any kind of material or information on any Live Chat service that is fraudulent or otherwise unlawful or violates any law.
14.7. You will not use any Live Chat service to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services of other forums.
14.8. You will not use any Live Chat service to distribute, promote or otherwise publish any kind of malicious code or do anything else that might cause harm to the Platform or to other Customer's systems in any way.
14.9. We reserve the right to monitor anything and everything submitted by you to any Live Chat service to ensure that it conforms to content guidelines that are monitored by us and subject to change from time to time.
14.10. If you breach any of the provisions relating to a Live Chat service, we may ban you from using that Live Chat service or all Live Chat services and/or suspend or deactivate your Customer Account. If we deactivate your Customer Account, we reserve the right to cancel or refuse any exchange requests.
14.11. We reserve the right to remove any Live Chat service from the Platform if abused.
14.12. We will not be liable if damage arises out of the Live Chat service.
14.13. You agree to indemnify us against any damage arising out of your illegal, unlawful or inappropriate conduct or arising out of violation of these Terms and Conditions or any other rules on the Platform applying to the Live Chat service.
14.14. You will not collude in any way through the Live Chat service. Customers are encouraged to report any suspicious behavior by email to Player Support.
14.15. We reserve the right to report any suspicious behavior or chats on the Live Chat service to legal authorities if we deem it necessary or appropriate to do so.
15.1. You may send correspondence, including inquiries or complaints, to Player Support.
15.2. TO PROTECT YOUR PRIVACY, ALL EMAIL COMMUNICATIONS BETWEEN YOU AND THE COMPANY SHOULD BE CARRIED OUT USING THE EMAIL ADDRESS THAT YOU HAVE REGISTERED ON YOUR CUSTOMER ACCOUNT. FAILURE TO DO SO MAY RESULT IN OUR RESPONSE BEING DELAYED.
15.3. The following information must be included in any written communication with the Company (including a complaint):
15.4. Failure to submit a written communication with the information outlined above may result in a delay in our ability to identify and respond to your correspondence in a timely manner.
15.5. The Company will endeavor to respond to correspondence within 10 days from the receipt of the same.
16.1. Without limiting Section 4 of these Terms and Conditions, we reserve the right, at our sole discretion, to deactivate or suspend your Customer Account (notwithstanding any other provision contained in these Terms and Conditions) where we have reason to believe that you have engaged or are likely to engage in any of the following activities:
16.2. The Company reserves the right to suspend your account at its own discretion whenever such suspension is needed in order to protect the Platform, its business interests, the public in general or other Customers.
16.3. If the Company deactivates or suspends your Customer Account for any of the reasons referred to in Section 16.1 above, you will be liable for any and all claims, losses, liabilities, damages, costs and expenses incurred or suffered by the Company (together "Claims") arising therefrom and you will indemnify and hold the Company harmless on demand for such Claims.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, SUBSIDIARIES, PARENT ENTITIES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND CONTRACTORS ("INDEMNIFIED PERSONS") FROM AND AGAINST ANY CLAIMS, SUITS, ACTIONS, DEMANDS, DISPUTES, ALLEGATIONS, OR INVESTIGATIONS BROUGHT BY ANY THIRD-PARTY, GOVERNMENTAL AUTHORITY, OR INDUSTRY BODY, AND ALL LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES, COSTS, AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH:
a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL WE OR OUR AFFILIATES, SUBSIDIARIES, PARENT ENTITIES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS, BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE:
b) YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS IN SECTION 12 AND THE INDEMNITIES AND LIMITATIONS OF LIABILITY IN SECTION 17, ARE MATERIAL AND BARGAINED-FOR BASES OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS AND CONDITIONS.
c) We are not liable for any breach of these Terms and Conditions where the breach is due to abnormal and unforeseeable circumstances beyond our control, nor are we liable where the breach is due to any action or inaction which is necessary or desirable in order to comply with any laws, rules, or regulations.
d) Depending on where you reside and use the Platform, some of the limitations contained in Section 17 may not be permissible. In such case, the remaining limitations will apply to you to the maximum extent permissible.
NOTHING IN THESE TERMS AND CONDITIONS WILL OPERATE SO AS TO EXCLUDE ANY LIABILITY OF THE COMPANY FOR DEATH OR PERSONAL PHYSICAL INJURY THAT IS DIRECTLY AND PROXIMATELY CAUSED BY THE COMPANY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
THIS SECTION 17 (INDEMNITY AND LIMITATION OF LIABILITY) SURVIVES THE TERMINATION OF THESE TERMS AND CONDITIONS FOR ANY REASON.
18.1. PLEASE READ THIS SECTION 18 CAREFULLY AS IT REQUIRES YOU TO ARBITRATE DISPUTES AGAINST THE COMPANY ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY.
18.2. This Section 18 (Dispute Resolution and Agreement to Arbitrate) shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law provision set out in these Terms and Conditions.
18.3. By agreeing to these Terms and Conditions, you agree that any and all past, present and future disputes, claims or causes of action between you and the Company or any of its affiliates, subsidiaries, parent entities, partners, officers, directors, employees, contractors, shareholders, agents, licensors, subcontractors or suppliers, which arise out of or are related in any way to these Terms and Conditions, the formation of these Terms and Conditions, the validity or scope of this section 18 (Dispute Resolution and Agreement to Arbitrate), your Participation in or other access to or use of the Platform, or any other dispute between you and the Company or any of its affiliates, subsidiaries, parent entities, partners, officers, directors, employees, contractors, shareholders, agents, licensors, subcontractors or suppliers, including as to the arbitrability of any of the foregoing, and whether arising prior to or after your agreement to this Section 18 (Dispute Resolution and Agreement to Arbitrate) (all of the foregoing, collectively "Disputes"), will be governed by the procedure set out below.
18.4. Whether to agree to arbitration is an important decision. It is your decision to make and you ARE NOT REQUIRED TO rely solely on the information provided in these Terms and Conditions. You should take reasonable steps to conduct further research and, if you wish, to consult with legal counsel of your choice.
We want to address any concerns or Disputes you may have without the need for formal dispute resolution. Therefore, before filing any arbitration demand or other claim of any kind against the Company or any of its affiliates, subsidiaries, ultimate parent and parent companies, partners, officers, directors, employees, contractors, shareholders, agents, licensors, subcontractors or suppliers, you agree to notify us in writing of the nature of your concern and/or Dispute and to try in good faith using best efforts to resolve it. If your concern or Dispute is not resolved after exhausting the internal complaints process, only then may you initiate an arbitration as set out in this Section 18. During the arbitration, the amount of any settlement offer made by you or the Company shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
a) We Both Agree to Arbitrate. By agreeing to these Terms and Conditions, both you and the Company agree that any and all Disputes, including without limitation any question regarding the existence, validity, enforceability, or termination of these Terms and Conditions and/or this Section 18 (Dispute Resolution and Agreement to Arbitrate), shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (AAA), the rules of which are deemed to be incorporated by reference into this section. In agreeing to this binding commitment to arbitrate your Disputes, you agree that you waive any right to proceed in a court of law or to have your claims heard by a jury. The arbitration shall: (1) be conducted by a single, neutral arbitrator in the English language; (2) be held virtually and not in person for all proceedings related to the arbitration, except by mutual agreement of all parties; and (3) be limited to one deposition per party, except by mutual agreement of all parties. Furthermore, in cases where neither party's claim(s) or counterclaim(s) exceed $25,000, both parties agree to waive an arbitration hearing and resolve the dispute solely through submissions of documents to the arbitrator. No award or procedural order made in the arbitration shall be published. The AAA rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.
b) Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator's decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
c) Both you and the Company agree not to make any argument that the AAA is an inconvenient forum or otherwise incompetent or without authority or jurisdiction to hear any Dispute, and expressly waive any and all such arguments.
a) You and the Company agree that an arbitration or any other proceeding to resolve a Dispute shall proceed in an individual capacity only, and neither you nor the Company may bring a Dispute as a Collective Action. UNLESS BOTH YOU AND THE COMPANY AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY COLLECTIVE ACTION.
b) Without limiting the generality of Section 18.7(a) or the term Collective Action, and as an example only, a claim to resolve a Dispute against the Company will be deemed a Collective Action if:
c) For the purposes of this Section, the term 'concurrently' means that the claims are pending (filed but not resolved) at the same time.
a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR THE COMPANY WILL BE ENTITLED TO PARTICIPATE IN ANY COLLECTIVE ACTION (AS DEFINED ABOVE), OR OTHERWISE CONSOLIDATE, JOIN, PARTICIPATE, REPRESENT OR COORDINATE DISPUTES (AS DEFINED ABOVE) WITH OR INVOLVING OTHER INDIVIDUALS OR ENTITIES, INCLUDING AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ALL SUCH RIGHTS ARE EXPRESSLY AND UNCONDITIONALLY WAIVED. THE PARTIES FURTHER AGREE THAT THE AAA RULES REFERENCED ABOVE SHALL EXCLUDE ANY RULES OR PROCEDURES GOVERNING OR PERMITTING COLLECTIVE ACTIONS (AS DEFINED ABOVE) OF ANY KIND.
b) BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU AND THE COMPANY EACH WAIVE THE RIGHT TO: (1) A JURY TRIAL; AND (2) PARTICIPATE IN A CLASS ACTION. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH'S LIMITATIONS AS TO A PARTICULAR CLAIM FOR RELIEF, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND MAY BE BROUGHT IN COURT.
c) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND CONDITIONS, IN THE EVENT ALL OR ANY PORTION OF THIS SECTION 18 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE) IS FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE, THEN THE ENTIRETY OF SECTION 18 (EXCEPT THIS SENTENCE) MAY, UPON THE COMPANY'S SOLE AND EXCLUSIVE ELECTION, BE DEEMED VOID AND AS HAVING NO EFFECT, SUBJECT TO THE COMPANY'S RIGHT TO APPEAL THE LIMITATION OR INVALIDATION OF SUCH SECTION.
THIS SECTION 18 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE) SHALL SURVIVE THE TERMINATION OF THESE TERMS AND CONDITIONS FOR ANY REASON.
You may decline this agreement to arbitrate by contacting Player Support within 30 days of first accepting these Terms and Conditions and stating that you (include your first and last name, email address and postal address) decline this arbitration agreement. By opting out of the agreement to arbitrate, you will not be precluded from using the Platform, but you and the Company will not be permitted to invoke the mutual agreement to arbitrate to resolve disputes under the Terms and Conditions otherwise provided herein. For avoidance of doubt, in the event you exercise your right to opt out of the agreement to arbitrate, those limitations and restrictions applicable to litigation that are set out in this Section 18 shall continue to apply to you. In addition, if you opt out of this agreement to arbitrate and at the time of your receipt of these Terms and Conditions you were bound by an existing agreement to arbitrate disputes arising out of or related to your use of or access to the Platform, that existing arbitration agreement will remain in full force and effect. In other words, if you are bound by an agreement to arbitrate at the time you opt out of this one, that prior agreement to arbitrate will continue to apply to you.
You hereby agree to waive all rights and remedies under California Civil Code section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
These Terms and Conditions constitute the entire agreement between you and us with respect to your Participation and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect to your Participation.
The Company reserves the right to amend these Terms and Conditions, or to implement or amend any procedures, at any time. Any amendments will be published on the Platform and such changes will be binding and effective immediately. If you do not agree to the amended Terms and Conditions, you must stop using the Platform.
These Terms and Conditions may be published in several languages for information purposes and ease of access by Customers but will all reflect the same principles. It is only the English version that is the legal basis of the relationship between you and us and in case of any discrepancy between a non-English version and the English version of these Terms and Conditions, the English version will prevail.
The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by events outside of our reasonable control.
Nothing in these Terms and Conditions will be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and us.
If any of the Terms and Conditions are determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition, or provision will, to that extent, be severed from these Terms and Conditions. All remaining terms, conditions and provisions will continue to be valid to the fullest extent permitted by law. In such cases, the part deemed invalid or unenforceable will be amended in a manner consistent with the applicable law to reflect, as closely as possible, the Company's original intent.
These Terms and Conditions are personal to you, and are not assignable, transferable, or sub-licensable by you except with our prior written consent. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder to any third party without notice to you.
In the event of a change of control, merger, acquisition, or sale of the substantial assets of the Company, your Customer Account and associated data may be part of the assets transferred to the purchaser or acquiring party. In such an event, we will provide you with notice via email or via our Platform explaining your options with regard to the transfer of your Customer Account.
These Terms and Conditions, your use of the Platform and our entire relationship will be governed, and interpreted in accordance with, the laws of the State of Delaware in the United States, without regard for its choice of conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded.
Subject to Section 18, the parties agree that any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, or the breach, termination or invalidity of these Terms and Conditions, shall be governed by the laws of the state of Delaware (without regard to any conflicts or choice of laws provisions) and will be submitted exclusively to the federal courts located in Wilmington, Delaware (or, if the federal court lacks jurisdiction, in the state courts located in Wilmington, Delaware), and you and we consent to the venue and personal jurisdiction of those courts. Notwithstanding the foregoing, any motion to compel arbitration or to enforce an arbitral award issued hereunder may be brought before any court of competent jurisdiction.